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Partner Misconduct UK: Types, Evidence & Remedies

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Part ofCommercial Disputes

Written by Brad Askew Solicitor (non-practising)
Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice.
Updated June 2026 · England & Wales
Running a business with one or more partners relies heavily on trust, shared goals, and honest dealing. When that trust breaks down because one partner is acting against the interests of the firm, the consequences can be financial, reputational, and deeply personal. Partner misconduct covers a wide range of behaviours, from outright dishonesty to quieter breaches of the duties every partner owes to the others. This page walks through the main categories of misconduct recognised under English partnership law, what kind of evidence tends to matter if you want to challenge a partner's behaviour, and the routes you might consider for putting things right. Whether you suspect something is wrong or you are already dealing with a dispute, understanding the landscape is the first step to protecting yourself and the business you have built.

Overview

Partner misconduct is a broad term covering any behaviour by a partner that breaches the legal duties they owe to the partnership and to the other partners. Those duties come from several sources. The Partnership Act 1890 sets out baseline obligations, including the duty to render true accounts, to account for private profits made from partnership transactions, and not to compete with the firm.

A written partnership agreement, if one exists, will usually add further obligations around capital contributions, decision-making, conduct, and exit. There are also wider fiduciary duties that the courts have long recognised, requiring each partner to act in good faith towards the others.

Misconduct can be deliberate and dishonest, such as stealing money, or it can be less obvious, such as failing to disclose a conflict of interest or neglecting agreed responsibilities. The seriousness of the behaviour influences the available responses, which might include internal resolution, expulsion under the partnership agreement, dissolution of the partnership, or civil claims for losses. In some cases, conduct may also amount to a criminal offence.

Key steps

  1. Document what you have seen. Start by writing down a clear, dated record of the behaviour that concerns you. Note specific incidents, financial transactions, conversations, and anyone else who witnessed them. Contemporaneous notes tend to carry real weight later, whether you are having a difficult conversation with your partner or taking formal action. 2. Check your partnership agreement. Dig out the agreement and read it carefully, paying close attention to clauses on partner conduct, expulsion, dispute resolution, and dissolution. If you do not have a written agreement, the Partnership Act 1890 will govern your relationship by default, which gives you fewer tailored options for dealing with a problem partner. 3. Gather supporting evidence. Collect bank statements, invoices, emails, messages, accounting records, and any other material that supports what you suspect. Be careful not to access anything you are not entitled to see, since improperly obtained evidence can cause problems later. Keep originals safe and work from copies where you can. 4. Take independent advice before confronting the partner. Speaking directly to the partner before you understand your position can tip them off and make evidence harder to recover. An experienced legal adviser can help you think through your options, the risks of each approach, and whether your situation points towards internal resolution or something more formal. 5. Decide on a course of action. Depending on what you find, options include raising the issue formally with your partner, invoking mediation or arbitration clauses, expelling the partner under the agreement, seeking dissolution through the court, or pursuing a civil claim for losses. Criminal matters involving theft or fraud should be reported to the police separately.

Common questions

If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Common questions

Q What counts as partner misconduct under UK law?
Partner misconduct covers any breach of the duties a partner owes to the partnership and the other partners. That includes dishonest behaviour such as theft, fraud, and embezzlement, as well as breaches of fiduciary duty like undisclosed conflicts of interest, self-dealing, secret profits, or competing with the firm. Serious or persistent breaches of the partnership agreement also fall within it.
Q Can I expel a partner for misconduct?
Only if your partnership agreement expressly gives you that right. The Partnership Act 1890 does not grant an automatic power to expel a partner by majority vote. Without a suitable clause in a written agreement, the main route tends to be seeking dissolution of the partnership instead. This is one reason a properly drafted agreement matters so much.
Q What is the difference between self-dealing and a conflict of interest?
Self-dealing usually means a partner personally profiting from transactions involving the partnership, such as selling assets to the firm through another business they own. A conflict of interest is broader and describes any situation where a partner's personal interests could influence their judgement on partnership matters. Both require disclosure, and both can breach fiduciary duties if handled improperly.
Q Do I need to report partner theft to the police?
Theft, fraud, and embezzlement are criminal offences, and reporting them to the police is generally appropriate where the evidence supports it. A criminal investigation is separate from any civil action you might take to recover losses or dissolve the partnership. Many people pursue both routes in parallel, since the criminal and civil systems serve different purposes.
Q What remedies are available if a partner has caused financial loss?
Civil remedies can include an account of profits, damages for breach of contract or fiduciary duty, an injunction to stop ongoing harm, and in serious cases a court order dissolving the partnership. The right remedy depends on the nature of the misconduct, the evidence available, and what the partnership agreement allows. Early advice on the options usually pays off.
Q What if there is no written partnership agreement?
The Partnership Act 1890 fills the gap, but its default rules are limited and often unsuitable for modern businesses. Without a written agreement, you typically cannot expel a partner, and dissolution may be the main formal remedy for serious misconduct. It is still possible to pursue civil claims for breach of duty, but your options are narrower than they would be with a tailored agreement.
Q How long do I have to take action against a partner?
Limitation periods depend on the type of claim. Contract claims generally have a six-year limit, as do many tort claims, while fraud cases can have different rules about when time starts to run. Because the clock can be running while you investigate, it is sensible to get a view on timing early rather than assume you have plenty of time.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £89.

Sources

This guide is based on primary UK law and official guidance.

Brad Askew, Solicitor (non-practising)

Written & reviewed by

Brad Askew Solicitor (non-practising)

Brad is on the roll of solicitors of England & Wales but does not hold a practising certificate and does not provide legal advice. LegalDocuments.co.uk is not a law firm and does not provide regulated legal advice.

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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.